Shadows of Equestria
by tillerian
Summary: Twilight Sparkle finds herself in a dark mirror of her world. This world in darkness threatens her world and she's the only one who can stop it. Twilight must unite her friends and team up familiar characters and save Equestria. Follow-up to "The Life and Times of Trixie". Read and Review Please.
1. An Eerie Night

Chapter 1: An Eerie Night

_I'm Twilight Sparkle, and I'm the student of Princess Celestia. About a year ago, I met a boastful unicorn named Trixie, who showed off her magic and claimed she was better than anypony. I was so scared to stand up to her because I was afraid that my friends would think of me the same way. Thankfully, I was proven wrong when I put a stop to an Ursa Minor that attack Ponyville in a fit of rage. Trixie, shamefully defeated, fled Ponyville and never came back; I felt a little sorry for her and hoped that she learned her lesson._

_I didn't think much of it until a few months ago when I found Trixie unconscious in the woods. She was badly injured; I knew I had to help her. After taking her to the hospital for a few weeks, I volunteered to help her recover. During our time together, Trixie revealed some dark secrets that she probably hadn't told anypony else. I tried to reach out and become her friend. I'm not sure if I was successful, but I did help her come to terms with her grief._

_Just before she left town, Trixie was assaulted by a dark creature that initially looked like her before transforming into a monster. My friends and I rushed to her aid and helped her get rid of it. It was after that, that Trixie was finally at peace with herself and started her life from scratch, I'm so happy to see that._

_I haven't heard from Trixie since and a few weeks have passed since then. Everypony has practically forgotten about the monster, as have I with the occasional flashback. Still, I had some questions about it. What was that monster? Why did it attack Trixie? Why did it look like her? Oh well, I guess I'll never know. After all, it's over, right?_

* * *

Twilight Sparkle and her assistant Spike was taking a stroll through town. It was a nice and sunny afternoon with the sun resting atop the buildings that surrounded them. Spike was dragging an incredibly long checklist that he dragged behind him. The poor dragon was tuckered out from all the running around. Twilight trotted in front of him occasionally stopping to look at the buildings around her. The rucksack that she carried on her back was filled with various supplies that almost hung out of the barely closed sack.

"Spike," She queried as she looked at the shop before her, "Do we have enough quills?"

"Twilight, you've asked that question three times today," Spike replied lifting the checklist to show her, "We have enough quills to last the entire month."

"I know, Spike, but this week isn't an ordinary week. An important exam is coming up, and I have to be prepared!" Twilight rebutted.

"So, why don't you spend that time studying like you always do?"

"I'm getting my shopping done early so I'll have plenty of time to study. I've spent all last night calculating the perfect schedule and I'm not going to see it ruined by a lack of supplies! We've been over organization many times, Spike!" Twilight proclaimed informatively to her tiny dragon friend.

"But, it looks to me like we've already got everything we need." Spike protested.

"Did you double check?" Twilight said with skepticism.

"Quadruple checked. We're good to go home." Spike said.

Humbly giving in, the purple unicorn turned to the direction of her home and said, "Alright, I believe you, Spike. But, if I find out that one item is missing, then so help me Celestia…"

"She always gets like this during an exam…" Spike murmured to himself as he followed suit.

* * *

Twilight opened the door to her humble home and stepped on inside. Spike immediately set his sights on the stairs and headed up to the bedroom.

"I'll see you in the morning, Spike. I've got work to do." Twilight spoke trotting to her study room, "Don't disturb me, okay?"

"You won't hear a peep from me," Spike replied, "I'll be too busy sleeping. Goodnight."

He advanced up the stairs and slid into his little bed as Twilight proceeded to her study. She locked the door behind her and opened up a book and began engrossing herself into it.

As time went by, day shifted to night and the room got darker. Twilight lit a candle to see the pages she was reading. Nothing but the dim orange glow of the little flame lit the room. It was very quiet, an eerie kind of silence. Not even the crickets outside chirped their nocturnal song. A cold chill breezed past Twilight; she looked to the window and saw it was shut tight. "_That's odd…_" she thought to herself as she stared at the night sky through the window. She returned her attention to the book when another breeze blew the candle out.

"Okay, whoever's there, this isn't funny." Twilight said in aggravation, "I appreciate you trying to humor me, but I'm in the middle of studying!"

She relit the candle and looked around the room and saw no one there. An uncomfortable feeling started welling inside her stomach. She knew something was amiss. The room was dead quiet, but a very eerie chill began to build up in the room and a silent wind blew by the window like a presence lightly breathing down the room.

"Um… Spike? I told you not to disturb me…" Twilight said. She hoped it was Spike, prayed even; but no answer. She started getting a little frightened as her heart beat in anxiety. She turned back to her book to ease her tension. Perhaps this was her imagination and it was all in her head. She paid very close attention to the pages before her. Little by little, the letters in the pages got bolder as if the ink was bleeding through them. Twilight couldn't believe what she was seeing. She turned the page, but it only made it worse. Soon, the entire book was covered in blackness except for a certain amount of white that formed the message "Embrace Darkness".

Twilight immediately tossed the book away and opened another. This book was in the same condition as the other spelling "Embrace Darkness". Twilight started frantically taking books off her shelf to read them; every last one of them spelling "Embrace Darkness". Whenever she read those words she could hear a whisper "Embrace Darkness". Twilight gave up on reading the books and started towards the door. When she opened it up, she saw blackness behind it. No light penetrated through it.

She immediately spun around and saw the room decay before her until it was a mere ruin of what it once was. The red cloudy sky loomed ominously above her.

"I'm dreaming!" she said to herself, "That right! This is a nightmare! I must've fallen asleep while studying. I'll just wake up and continue!"

Twilight shut her eyes and opened them. Nothing changed. She tried again. Still nothing. She tried one more time. This time a mirror appeared from beyond the walls. She was quite afraid, yet curious. She climbed out of the deteriorated walls to inspect it closer. A vast checkerboard floor expanded endlessly before her and the room behind her vanished. She slowly edged closer towards the mirror afraid that something might jump out; but it turned out to be just that: a mirror. She looked at her own refection, slightly paler than usual, looking at a familiar face seemed to calm her nerves.

Then, her reflection gave her a calming glare; soothing, yet ominous.

"Embrace Darkness" it said, "Embrace Darkness."

Twilight began to back away from the mirror as it continued to stare her down.

"What's going on?" she said.

"Don't you trust yourself, Twilight?" her reflection replied, "Come. Embrace darkness."

"I…" Twilight was so frightened she could not find the words to say.

"Just relax." The reflection said.

Dark tentacles came from the reflection's horn and grabbed Twilight and began to pull her in. Twilight tried in vain to resist, but the dark force was too strong for her.

"Come, be with me. Forever." The dark Twilight said soothingly.

"Where are you taking me?" Twilight said as she struggled.

The reflection simply repeated her words, "Come, be with me. Forever."

She was pulled into the mirror and was consumed by darkness. Fear and agony swept over her like a giant hand grabbing her. Twilight then began to hear a voice ringing in her head. "Don't be afraid, Twilight Sparkle. You have the Element of Magic." It repeated itself over and over. "Don't be afraid, Twilight Sparkle. You have the Element of Magic."

* * *

Spike knocked on the door to the study and waited patiently for a response. He heard the lock click on the other side and entered the room.

"Twilight?" he called out.

He saw the desk illuminate from the candle as the purple unicorn raised her head from behind the desk; with a hint of annoyance in her face.

"Spike! I thought I told you not to disturb me!" Twilight said in annoyance.

"I know, but I was wondering if you needed me for anything." Spike responded.

Twilight, obviously flattered by the gesture, trotted over to the dragon. "I appreciate the offer, but I'm fine." She said shoving the dragon out, "You need to go to bed, it's way too late for you. I've got a lot of studying to do."

Spike trying to reason with her, said, "Well, alright, but if you need anything, don't-" the door slammed in in front of him and he continued to bed with a shrug.

To be continued…


	2. The Dark Mirror

Chapter 2: The Dark Mirror

Twilight Sparkle opened her eyes. Her head ached a little and she felt dizzy. "What happened last night?" She asked herself. She looked around and saw that things weren't very normal. She was outside, but everything was different; as if some dark storm clouded over Equestria. The black blades of grass huddled around her body as a dark orange cloud loomed overhead.

"Where am I?" She asked herself.

"Oh, look. Another addition to the lot." A voice said.

Twilight quickly turned around and saw a navy blue alicorn colt hovering behind her. He had a spiky cobalt mane and ruby red eyes. Despite the fact that he was an alicorn, he was no taller that Twiligh was. He stared at her with a devious smirk.

"Who are you?" Twilight asked in curiosity.

"Name's Chaos." He said with a snide tone, "And welcome to Shadow Equestria."

"Shadow Equestria?" Twilight asked.

"Aren't you full of questions. Shadow Equestria is… well… a shadow of Equestria. Think of it as some dark mirror world." Chaos answered.

"A shadow world? How did I get here?!" Twilight said in a bit of alertness, "How do I get back?!"

"Sorry, kiddo, you're kinda stuck here. This is your new home."

"New home?! But I already have a home in Ponyville, with all my friends: Applejack, and Pinkie Pie, and Rarity, and-"

"Whoa whoa whoa, hold on!" Chaos interrupted. He had a look on surprise on his face, "You remember who you are?"

Twilight was curious. He stared at her with a look of bewilderment.

"Well, of course I remember who I am. I'm Twilight Sparkle!" she replied.

"You're Twilight Sparkle?" Chaos asked, "As in the student of Princess Celestia?"

"You know Princess Celestia?" Twilight asked as she approached the blue alicorn.

"If you mean know her personally, then oh yeah. She and I go way back!" Chaos replied, "She speaks about you a lot! Too bad you ended up here."

"Where is here exactly?" Twilight asked.

"I guess I have to show you." Chaos said, "Follow me, kid."

Chaos flew off in the distance and Twilight followed suit.

* * *

Eventually, they reach some sort of civilization in the distance. The city looked more like ruins, but faint lights were flickering from within, indicating that some life existed within.

"What is this place?" Twilight asked.

"Doesn't really have a name." Chaos replied, "It's just where all the shadows gather."

"Shadows?"

"You'll see."

Twilight and Chaos approached the city closer and saw up close what it was like. It was very cramped, as if all the buildings were crammed together, leaving little room for the streets. Only the cloudy orange sky was visible by looking up. Neon lights made a sharp buzz and flickered all around while the street lamps above made a low hum in tandem. Twilight looked around her and saw the residents of the town. They vaguely looked like ponies only they were completely back and parts of their body seemed to be falling off, almost like walking corpses. Their beady red eyes looked anywhere but at Twilight as if they didn't care that she and Chaos were in their presence. They seemed to walk aimlessly as if they had nowhere to go. Some of them huddled against the dirty walls of the buildings as if they didn't have anything else to do. Twilight kept close to Chaos, despite him being a total stranger.

"Are these shadows?" Twilight asked.

"Correct." Chaos said, "Nasty looking things, aren't they?"

"But… what are they?" Twilight asked.

Chaos stopped with a chuckle and said, "Ya really wanna know?" Twilight only responded with a nervous nod, and Chaos continued with an amused tone, "I'll give ya a hint."

He magically made a mirror appear and handed it to Twilight. She looked in the mirror and saw her reflection, not as herself, but as one of the shadows she saw wandering around. She looked down at her blackened decaying hooves and stepped back nervously.

"Wha… what happened to me?!" Twilight said in panic, "AAAAAAAAAAAAAAAAAAAAAAAAGGGG GGGGGGGGGGGHHHH!"

"Oh, cool it!" Chaos said, "Shadows used to be ponies just like you."

"B-but… wh… what happened to them?" Twilight asked still trying to recover from the shock.

"You mean what happened to you?" Chaos replied, "You got sucked here, that's what happened. Whenever a pony get trapped in here, they're body gets enveloped by the darkness and become a shadow. They forget who they are and brainlessly walk around, only existing."

Twilight said nothing. Was this her fate? Was this what she was to become?

"Yep, it's a sad sight and the worst possible thing that could happen to a pony." Chaos continued, "It rarely happens, but it happens a bit." He turned around to face her, "But what I wanna know is why you're still you. You remember who you are, that _never_ happens."

"Really?" Twilight said, "What does that mean?"

"I don't know, but it could mean you have a chance to return to your old self." Chaos said, "But, you may be more important than that. What we're going to do, is return you to Equestria and talk to Celestia about it. She'll probably know what to do."

"How do we get back to Equestria?" Twilight asked in curiousity.

"Just leave that part to me. It's easier than you think." Chaos said, "It's just that I need to make sure it's safe first. I'm gonna need you to stay here for a little bit."

"Here? All by myself?" Twilight asked nervously.

"Don't worry, this place is safer than you think. You're one of them now, they won't hurt you." Chaos said calmly, "Just stay out of trouble, kid!"

Chaos flew away leaving Twilight alone in the dark street.

* * *

Twilight wandered the streets aimlessly trying to find a place to lay low. She felt an uncomfortable feeling in this place; a very tragic, lonely feeling. She looked at the shadows around her as they walked about their business. None of them acknowledged her or even each other for that matter, as if they were the only ones that existed. They seemed to lack a liveliness that she was used to, she realized that Ponyville this was not. She could not believe that they used to be ponies, living in happiness with friendly care. What could have happened to them?

It was quite tragic that they lost their memories, wandering alone, never to remember who they were. She looked at herself and wondered why only she could remember. What made her have the privilege? She almost felt sorry for the hideous creatures before her. To return to her normal self would mean to abandon them. She hasn't been around them for several hours and already she viewed them with sympathy.

She then looked to her left and saw two shadows harassing one shadow. The pathetic little victim didn't even try to defend himself nor did he cringe in fear. He just sat there and took it all, as if he knew that it was futile to resist. Twilight couldn't stand by and let this happen, she immediately rushed over to confront the two.

"What are you doing?! Leave him alone!" She shouted.

The two stopped and stared at Twilight for a moment and immediately rushed off. Twilight looked at the shadow who stared blankly at her. She smiled and asked "Are you alright?"

"Why… did… you… help… me…?" The shadow responded. His voice sounded lifeless and monotone almost zombie-like.

"Uh… I didn't want them to hurt you, that's all. No pony should be assaulted like that." Twilight answered.

"I… have… done… nothing… to… you…"

"You don't have to to qualify for an act of kindness." Twilight said, "I helped you because I wanted to."

The shadow looked at Twilight with a quizzical look, almost as if he didn't know what kindness was. This made Twilight feel even more depressed; was there no sense of righteousness here?

Suddenly, all the shadows began moving in the same direction as if something had caught all of their attention. The shadow Twilight rescued moved along with them, and Twilight followed suit. She was quite curious as to what was going on.

* * *

All the shadows gathered around a giant video screen that towered over the entire city. It glowed with a teal green flicker. Twilight stood at the back, curious as to what is taking place. After a few moments a pony appeared on the screen. Her face was not shown, as it was wrapped in black wrappings, complete with a hood. One purple eye peered through the wrappings and stared down at all of them. Twilight could tell that this pony was a unicorn as she saw a horn poking beneath the hood.

"Citizens of the Shadow! I've come to you today to announce our progress!" The dark mare pronounced, "It is a time of celebration and rejoice! Our time of reckoning is at hand! Soon, the light will be extinguished forever, and all that remains is darkness! Go and rest, for in several days, we will conquer the light!"

When the image in the screen vanished, Twilight started asking herself "Extinguish the light? What does she mean? Who was that?"

"… Solitude…" the Shadow answered.

"Solitude?" Twilight asked, "Is she in charge here?"

"She… tells… us… what… to… do…" he replied, "If… we… don't… she… hurts… us…"

"Hurts you?" Twilight responded.

The shadow simply turned away and left Twilight. She figured that there was more at work here than she thought.

* * *

Twilight yawned and realized how tired she was. She started looking around for a good place for her to rest. She immediately spotted some shadows migrating towards a building. The green neon sign above it spelled out "Sleep". She assumed this was where some shadows came to sleep, so she found her way inside. All the doors lead to individual rooms and each room was no larger than an average sized closet. While it wasn't exactly first class, it was shelter. She happened to stumble upon an empty room that only contained one ruined mattress. No shadow seemed to have claimed it as their own, so Twilight entered inside and shut to door behind her. It was almost dark in the room, had it not been for the strips of light that shined through the shutters of the door.

She fell down on the mattress and attempted to reflect upon what had transpired during the day. She felt a feeling of loneliness and an overwhelming case of homesickness. She looked at her hooves once more; how black and hideous they were. If she did return to Equestria, how could she face her friends like this? Apparently Chaos knew what he was doing. She had no choice but to have faith in him. And that pony, Solitude, who was she? She clearly wasn't a shadow, but she seemed to have so much control over them. And what did Solitude mean by "extinguish the light"? The more she tried to contemplate these turn of events, the more she drifted to sleep.

* * *

It was a dark and gloomy place, deep within the heart of the shadows. Solitude sat atop a dark throne, thrust high above in the air. Six other figures walked in, all wearing the same black wrappings and cloak that she was. The first was an earth pony colt, the second was a griffon, the third was a dragon, the fourth was a unicorn mare, the fifth was a small foal, and the sixth was another earth pony.

"What a lovely speech, Solitude. I can't wait for our plan to take effect." The unicorn said.

"Our plans will be delayed, I'm afraid. And I'm quite frustrated." Solitude replied.

"At least we have Twilight Sparkle, Solitude!" the filly replied, "With her, nopony will stop us!"

"That's the point!" Solitude shouted, "I had Twilight Sparkle right where I wanted her, and she somehow slipped through my hooves! We have to find her if we want to continue our plans."

"But finding her will be like finding a needle in a haystack!" the colt replied, "It's too much trouble. Besides, she's lost; she'll never find her way back."

"Don't be an idiot!" said the Griffon, "Chaos found her, and he's probably gonna help her, too."

"Chaos?" Solitude queried, "Chaos is here?" She sat their silently contemplating, "This could prove interesting. It may even work in our favor… I want you to find Chaos, but don't do anything! I want to see what he does. He may even lead us right to Twilight."

"Okay, you can count on me!" the Griffin said as she left the room.

"Do any of you have any news of our defector?" Solitude asked.

"No, Solitude. Every time we get close, she slips away!" the earth pony replied.

"Keep trying! If she isn't found she could be… troublesome." Solitude commanded, "We've gotten too far into this. I don't want an unforeseen mistake to take place."

The five then vanished in a puff of darkness leaving Solitude back to her thinking.

"Nopony will stop us this time. I swear…" She murmured to herself.

* * *

"Twilight! Twilight, will you wake up already?!" a voice beckoned.

"N…no, Spike… forget the coffee, I… can manage without caffeine today…" Twilight mumbled.

"Oh, for the love of… get up already!" the voice continued.

Twilight opened her eyes and saw Chaos hovering over her.

"Chaos?" She mumbled.

"Yeah, it's me, and you're still here." Chaos said, "Man, do you have any idea how hard it was to find you? You duck in here out of sight just so you could sleep on me?"

"I'm sorry… I got tired…" Twilight apologized.

"Ah, it's alright. At least you weren't found." Chaos said, "I believe I promised you one trip to Equestria, right?"

"Oh! Right! What took you so long?" Twilight asked.

"It was more trouble than I thought, but I got it for you. If you wanna see your home again, you'd better hurry!" Chaos said.

"That's fine, but… what about the shadows?" Twilight asked, "Aren't we going to help them?"

"Wow… you already feel for them, huh?" Chaos said, "Heh… Don't worry, you can help them after we get done with business in Equestria."

"Alright, but before we go, why do we need to go to Equestria?" Twilight asked.

"I need some questions about you answered, so we're gonna see Princess Celestia." Chaos said.

"Celestia?! We're going to see her?" Twilight said with excitement.

"Yeah! She'll know what's going on!" Chaos replied, "Come on! Let's go before we get found here!"

Twilight was curious about what he meant by that, but she knew he would tell her later on, so she acknowledged and followed him outside.

* * *

Twilight and Chaos left the city and walked the dark plains for a long while, before finally stopping. Twilight didn't see anything, just the plain black grass and the bronze orange sky.

"We're here!" Chaos said.

"Are you kidding? There's nothing here!" Twilight replied.

"Nope, nothing. Not yet." Chaos responded, "Stand back and let me work my magic."

Chao's horn began to glow a bright blue and a small light appeared in front of him. The light began to expand bigger and bigger, until finally it was as big as they were.

"There we go!" Chaos said, "Now, this portal won't hold for long, so if you don't mind, go ahead and step on in."

Twilight nodded and approached the portal. She looked back at Chaos and said "Here we go."

"We? No, no, no… _you're_ going into the portal." Chaos replied.

"I'm going alone?" Twilight remarked.

"Hey, don't worry; I'll catch up with you later." Chaos said, "You know how to get to Canterlot, right?"

"Yeah… I do." Twilight said nervously.

"Good! Now get going!" Chaos said, "Oh! And a word of advice: Keep a low profile, understand?"

"Okay…" Twilight replied, "See you on the other side, Chaos."

"Good luck, kid! Don't start anything until I arrive!"

Twilight jumped into the portal and was enveloped by light. She was pulled through at a fast pace, like she was on a roller coaster. Finally, the light cleared and she found herself back in Ponyville.

To be continued…


	3. Return to Equestria

Chapter 3: Return to Equestria

Having finally returned home, Twilight Sparkle saw and recognized the plains; the blue sky above her with the white puffy clouds flying overhead, the green grass beneath her hooves, and the mountain where Canterlot sat upon watching it all. Ponyville was not far away from where she was; all she had to do was find her friends and explain her dilemma. She looked down at her hooves; she was saddened to see she was still a shadow. Hopefully her friends would understand. She galloped her way to Ponyville in search of her friends.

She made it to Sweet Apple Acres, which sat at the outskirts of Ponyville. She spotted Applejack and Big Macintosh working in the apple fields that covered most of the area. At first she was hesitant, but she had to speak to her. Twilight slowly approached Applejack and called her name, "Applejack!"

Startled, Applejack looked around and said "What was that?!"

Big Macintosh stared at his sister and Applejack added, "Did you hear that, Big Mac?"

"Applejack! It's me, Twilight!" Twilight said again.

Suddenly, Applejack and Big Macintosh spotted Twilight, and a look of shock and surprise overwhelmed them.

"What in tarnation is that?!" Applejack shouted.

"It's me! Twilight!" Twilight said, "Don't ask how this happened to me, I'll explain later!"

Big Macintosh jumped in front of Applejack, as if to protect her.

"Big Mac, what are you doing?!" Twilight said in shock, "Didn't you hear me?! It's me, Twilight Sparkle!"

"I don't know what that thing is, but it don't look friendly!" Applejack said guarding herself.

"I am friendly! Please, listen to me, Applejack!" Twilight pleaded.

"What's happening?" A voice from beyond said.

Twilight looked in the distance and was shocked to see what she saw: another Twilight Sparkle! The other Twilight trotted up to Applejack with a curious look on her face.

"Twilight! Stay back!" Applejack shouted.

"What is that thing?!" the purple unicorn said in surprise.

"I dunno, it just popped up out of nowhere and started makin' all sorts o' strange noises!" Applejack replied.

"What's going on here?!" Twilight was not expecting this. Who was this Twilight? Why can't they hear her? Was she even home?

The other Twilight Sparkle jumped in front of Big Macintosh, "I don't know what this thing is, but I need to capture it and study it!"

Her horn began to glow and fire at Twilight. Barely missing the shot, Twilight Sparkle ran off while continuing to dodge additional spells cast by the other Twilight. She ran away as fast as she could until Sweet Apple Acres was out of sight. "Why couldn't they hear me?" Twilight asked herself, "And, who was that Twilight? Am… am I even the real Twilight?" She thought for a moment and quickly replied, "No! Of course I'm the real Twilight Sparkle! I have to be!"

Suddenly, Twilight remembered Chaos' words: "Keep a low profile". Perhaps, it was a good idea to take his word for it. She did not know what was at work, but she knew that the Princess had answers. Without wasting any time, she continued to Canterlot.

* * *

Twilight hitched a ride on top of the Friendship Express, the train that traveled all throughout Equestria. She never thought she'd ride this way, but she looked so frightening that the royal guard would be all over her if she showed herself. As she got closer to Canterlot, the sun began to set in the distance. Pretty soon, Princess Luna would be taking over royal duties, and Twilight would have to wait until morning. She had to hurry!

As soon as the train stopped at Canterlot, she dashed through the shadows, making sure no one spotted her. Twilight was thankful that she grew up in Canterlot, for she knew no place better. Within minutes, she made it to the castle. Fortunately, she memorized the guard patrols and successfully sneaked past the guards. It was especially easy due to darkness of the night. Twilight reached the royal garden and stopped behind a bush to catch her breath.

"_Almost there, Twilight! You can do this!_" Twilight thought to herself.

"Boo!"

Startled, Twilight jumped from behind the bush and yelped! A hoof grabbed her mouth and pulled her back in accompanied by a voice that said, "Calm down, kid! It's me!" Twilight looked up and saw Chaos who immediately let her go.

"Don't startle me like that!" Twilight replied begrudgingly.

Chaos chuckled and said, "Glad you made it! Now all we gotta do is get to Celestia's room. Shouldn't be too hard."

"Um… Chaos. Something strange happened when I went to Ponyville." Twilight said.

"Ponyville? I told you to head here!" Chaos said.

"I know, but-"

"You weren't caught, were you?"

"Well…"

Chaos glared at Twilight with a disappointed look and said, "What happened?"

"I went to see Applejack, one of my friends. I thought that by explaining my situation-"

"She couldn't hear ya, could she?" Chaos said, "Bad idea, kid. You may not know this, but you're really speaking a different language! All your friend could hear was random gibberish."

"But that's impossible!"

"Don't tell me how it works, it just… does. That's why I told you to keep a low profile!" Chaos replied. Twilight had a look of shame on her face. "Ya know," Chaos continued, "For a pony who's supposed to be smart you're not very… er… smart."

"I'm sorry…"

"Naw, don't be. I shoulda told ya earlier. Don't worry, it won't happen again! I'm sure of it!" Chaos said.

"Wait a minute! How come you can understand me?" Twilight asked.

"I've been around shadows long enough to pick up their language." Chaos answered.

"Oh. So, how are we going to get Celestia to help us?" Twilight queried.

"Just leave that to me!" Chaos replied with a smile, "Like I said, Celestia and I are old pals! She'll listen to me. So, anything else I need to know?"

"Well… there is one other thing… When I was trying to reason with Applejack, another Twilight Sparkle appeared and tried to capture me."

"Another Twilight Sparkle? Like an exact carbon copy?" Chaos replied.

"Yes!" Twilight answered.

Chaos thought for a moment, "That's… really strange actually…"

"You mean, you don't know?" Twilight asked.

"I think I have an idea… but… It raised a few questions…" Chaos said, "Maybe Celestia knows. Now let's stop wasting time and go see her! Grab a hold of me and I'll fly us the rest of the way."

Twilight hesitantly agreed, and grabbed Chaos' hoof and they lifted off of the ground and flew towards the tower.

* * *

Princess Celestia sat within her bedroom putting away her royal jewelry. She was quite tired from a hard day's work. She was quite glad that Luna returned to oversee the nights. She began to make her way to her bed when a familiar presence entered through the balcony. Celestia started towards the balcony and made her way outside. She was surprised to see a familiar blue colt standing atop the railings.

"Chaos! You're… you're back!" Celestia said in surprise.

"Long time no see, Princess!" Chaos said with a smirk.

Celestia stared at Chaos for a moment or two, and then finally greeted him with a warm smile on her face.

"Chaos… it's so good to see you again!" she said softly, "So much has happened since you left. Luna has returned just like you said she would! It's wonderful!"

"I heard! And I'm sure she's all the better for it." Chaos replied, "But we've got more important issues to discuss. You know about shadows, right?"

"Well… yes… I believe I do." Celestia replied.

Chaos hopped down from the railings to reveal the shadow that stood with him. She stared at the princess with a look of shame.

"Chaos? Why did you bring a shadow here?" Celestia queried with a mix of surprise and curiosity.

"Come on, Princess, don'cha recognize her?" Choas replied.

Celestia approached the dark being and examined her a bit, "T... Twilight? Wh… what happened to you?"

"Take a guess. She got sucked into Shadow Equestria." Chaos said.

"This is terrible! Something must be done! Anything!"

"Calm down, Princess. There's hope. You're student here remembers who she is."

"Is this true, Twilight?" Celestia asked.

Twilight tried to respond with a "yes", but only nodded.

"Care to explain why that is?" Chaos asked.

"It may have something to do with her connection to the Element of Magic." Celestia answered.

"Oh! So you're the one who uses the Element of Magic?" Chaos said to Twilight in bewilderment, "Well, aren't you full of surprises?"

"If her ties with the Element of Magic is responsible for this, perhaps it can undo it." Celestia deduced, "Come with me, you two. To the chamber of the Elements!"

* * *

Celestia led Chaos and Twilight down the halls of the castle. The guards immediately stood aside without paying Chaos or Twilight any attention. Along the way, they ran into Princess Luna who was strolling the halls as well.

"Sister! What are you doing up so late! You must rest!" Luna said.

"Thank you, Luna, but we have urgent business to attend to." Celestia replied.

Suddenly, Luna noticed Chaos and lit up like the starry sky. She came in and gave Chaos a massive hug, which startled Chaos.

"Chaos! You have returned! Oh how I have missed you!" Luna said with excitement.

"L… Luna! G…glad to see you… too…" Chaos said trying desperately to breathe through the night ponies hold.

Luna finally let go of Chaos who began breathing heavily.

"Somepony's happy to see you." Twilight remarked.

"Who is this being?" Luna asked.

"We'll explain on the way to the Chamber of Harmony." Celestia said.

As they continued on, Chaos filled both Princesses with the details of what had transpired. At last, they reached the Chamber of Harmony. A large decorated door stood at the other side of the door. When they approached the door, Celestia inserted her horn inside the lock. The door slowly opened to reveal a small box.

"If I'm correct, the Element of Magic should restore you to your true self, Twilight." Celestia said.

Celestia opened the box and looked inside it. She slowly got a look of distress on her face.

"What's wrong, Celestia?" Luna asked.

"The Element of Magic is gone!" Celestia said.

"Gone?" Chaos responded, "But the other Elements are there, right?"

"Well, actually, yes. They are!" Celestia said.

"So, lemme get this straight, somepony broke into your castle, somehow managed to open that big ol' door of yours, passed up all the other elements, and took the element that's useless unless all the elements are together." Chaos said.

"I don't know how this could happen." Celestia said in distress.

"Now what do we do?" Twilight asked.

"Isn't it obvious? We're gonna hunt down the Element of Magic." Chaos replied, "And I gotta feeling that it's in Shadow Equestria somewhere."

"So… we're going back?" Twilight asked.

"Sure, why not? Nothin' else for us to do here, right?" Chaos replied.

"I shall assist!" Luna said.

"Luna!" Celestia called out.

"No pony knows about shadows better than I!" Luna said.

"Yeah, it's because of… that, right?" Chaos said.

"Y… yes… This will be something only I can deal with anyway…" Luna replied.

"That's good that you wanna help n' all, but, you're too important to take the risks we're gonna take." Chaos replied, "So, for now, you're gonna have to stay here."

"But why?" Luna replied.

Chaos sighed and said, "Twilight, stay here. There's some things I need to discuss with these two privately."

"Okay, but why?" Twilight asked.

"If I told you, it would defeat the purpose of being private!" Chaos said.

Twilight said nothing. She could only respect his strange request. Chaos took the princesses to the other side of the chamber and started whispering to them. Twilight could read the expressions on their faces. Chaos had a look of urgency on his face, abnormally serious for someone like him. The princesses seemed shocked at whatever Chaos was telling them, but they were soon transformed into a serious look similar to Chaos'. The princesses nodded and they returned to Twilight.

"Twilight, you are going with Chaos to Shadow Equestria." Celestia said, "Trust him! He'll help you solve your problem, understand?" Twilight nodded, and Celestia's tone shifted to a very grim one, "Now listen to me very carefully: beware the Shadow Hearts."

"Shadow Hearts?" Twilight asked curiously.

"All you need to know is they're the bad guys. They're ponies who rule over Shadow Equestria with an iron hoof. They're a nasty lot." Chaos responded.

Twilight could help but remember the pony that appeared in Shadow Equestria, Solitude. Was she a Shadow Heart?

"If you see a Shadow Heart, run away." Celestia continued, "If they find you, you will probably never be seen again. I don't want anything to happen to you, but you have seemed to have gotten too wrapped up in this. Please be careful."

Twilight nodded.

"I will remain here and make preparations!" Luna commented, "If you do not return, I'm going in after you."

"Don't, Luna." Chaos replied, "You're gonna have to carry out your duties even if something should happen to us. Just let us do our jobs, okay?"

"Alright." Luna said.

Chaos looked at Twilight and said, "You ready to go, kid?"

Twilight looked at the princesses who were staring back at her with worry and said, "Okay… I'm ready…"

"Take good care of her, Chaos…" Celestia said.

"I will." Chaos said with encouragement.

Without anything further to say, Chaos opened up a dark portal that lead to Shadow Equestria. They both hopped in.

* * *

Like before, Twilight felt the darkness pulling away at her like a roller coaster until finally they reached the dreadful Shadow Equestria. She looked around and saw Chaos standing next to her.

"Now what do we do?" Twilight asked.

"Wait! Somethin's coming!" Chaos said.

Twilight stood on alert. Suddenly, shadows wearing armor rose from the ground and surrounded them.

"It's an ambush!" Chaos remarked, "They must've been waiting for us!"

Then, a Griffon in black wrappings flew down into the crowd and approached the two. She stared at them with the one yellow eye that peered through the wrappings with a cold glare.

"Great, a shadow heart already…" Chaos said silently.

"That's a shadow heart? But I thought they were all ponies…" Twilight said.

"Most are, but not all of them." Chaos replied.

"Hello, Chaos. I finally have you where I want you." The shadow heart said.

"Well, Wrath, you finally caught me!" Chaos said, "Well done."

The shadow heart, Wrath as Chaos called her, looked at Twilight Sparkle and said, "Solitude has been looking all over for you, Twilight Sparkle. She was so upset that she lost you."

"Why is Solitude looking for me?" Twilight asked.

"Why should I tell a whelp like you, huh? We're gonna take you to a place where we won't lose you again. If Solitude is in a good mood, which she probably won't be, she'll tell you all you need to know." Wrath replied.

"Chaos! We have to get away!" Twilight said.

"We can't, Twilight…" Chaos said.

"Why not?"

"Not now, Twilight." Chaos whispered, "I have one more ace up my sleeve. And remember, Luna's helping out, too. She'll take care of everything."

Twilight had no choice but to take Chaos' word for it and stood down. Wrath snapped her claws and engulfed them in the darkness. It was all up to Luna now, Twilight had to put her faith in her.

To be continued…


	4. Sloth

Chapter 4: Sloth

Applejack was at Sweet Apple Acres bucking apple trees. She had to buck the trees two or three times to get all the apples off. She couldn't really focus on her work; ever since that dark creature appeared and ran off, she's been starting to wonder about things lately. Spike had been telling everyone that Twilight had been acting strange lately; saying that she wouldn't eat or sleep and yet she seems completely fine. She locks herself in the study at night and doesn't come out until morning. Applejack shrugged it off and told herself that she's just studying for some exam that's coming up. She gave the tree two more kicks.

"Garshdarnit!" she yelled in frustration, "What's with me today?!"

Big Macintosh trotted up with a bucket in his mouth. He placed it next to the tree and said, "Tired?"

"Naw… I'm fine. Thanks, Big Mac. I've just… got some things goin' on in my head, 's all." Applejack stated.

Big Mac cocked his head in curiosity.

Applejack looked at the tree for a little bit and saw several apples left on it, but simply stared at them. "You…" Applejack tried to find the words, "You think that Twilight's been actin' strange?"

Big Macintosh simply looked at her with a strange stare.

"Oh… you haven't seen 'er much have ya?" Applejack replied sheepishly, "Never mind, then. I gotta go talk t' Twilight. Could ya take over fer me 'til I get back?"

"E-yup." Big Macintosh replied.

Applejack smiled and went on her way. Big Macintosh started bucking the trees.

As he was working, an ominous presence approached him. It was a stallion in black clothing; he was also the same shape and size of Big Macintosh. He sat on the bucket next to the tree, staring him down until Big Mac noticed him. He glanced at the stallion and went back to work ignoring him outright.

"I tell you what, Big M" the figure said, "It's too bad Applejack works so hard every day, it's a wonder why she doesn't give herself more time to take a long break."

"I thought I told you to leave Applejack outta this, Sloth." Big Macintosh replied without even looking at the stallion.

"Aw, lighten up, I was only observing. When're you gonna start to call it quits? You've got yer entire life ahead of you!" Sloth replied.

Big Macintosh continued at his work as the Sloth sat and watched him. Sloth caught a falling apple and began chewing on it.

Applejack walked through Ponyville to see her friend. The town was as lively as ever, but for some reason, Applejack didn't feel right, she felt anxious but didn't know why. She saw Fluttershy walking around.

"Howdy, Fluttershy." Applejack said as she passed her by.

"Oh, hello, Applejack. You don't look very good, are you alright?" Fluttershy asked.

"I'm, uh… fine." Applejack replied.

"You don't look fine. Is something bothering you?" Fluttershy asked with concern.

Applejack sighed and looked at her friend and said "Have y'all noticed things have been gettin'… strange?"

"Well… no, not really…" Fluttershy replied.

"Then… what about that thing that appeared at my farm a few days ago? That's strange, right?" Applejack asked.

"Thing? What thing?" Fluttershy asked curiously.

"Twilight didn' tell ya?" Applejack asked, she muttered "That's… mighty strange."

Fluttershy looked at Applejack with a curious look. Without saying another thing, Applejack sighed.

"You sure nothin' outta the ordinary's happenin'?" Applejack asked.

"Well… I did see Rarity go to the diamond caverns the other day…" Fluttershy replied.

"You mean the one with the diamond dogs? Now why would she be goin' somewhere like that place?" Applejack asked.

"Well… maybe she's looking for more gems for a really nice dress… I didn't bother asking her… it's not any of my business…"

"I'm goin' to see Twilight. I'll mention it to her about it when I get there." Applejack replied.

"Well… alright… I'll just go about my business…" Fluttershy replied.

"Why don't y'all come with me? Celestia knows, I might need some help." Applejack stated.

"Well… I guess I could… but… um… I've got things to do…" Fluttershy said shyly.

"Well… alright… I guess I'm off then." She turned and continued down the road to the library.

"Good luck, Applejack!" Fluttershy called.

Applejack reached the library and knocked firmly on the door. She waited for a moment or two before the door creaked open. A green slit eye appeared from the door shyly looking at her.

"Howdy, Spike!" Applejack said with a smile, "Is Twilight home."

"Uh… no, she's out right now." Spike said opening the door. He looked a little upset about something.

"Hey, partner, is somethin' wrong?" Applejack asked.

"Can I… uh… talk to you about something?" Spike said.

"Sure! Y'all know ya can talk t' me 'bout anythin'!" Applejack said happily.

"Just… come inside first." Spike replied.

Applejack did as the dragon said and trotted on in as he closed the door behind her.

"So, where'd Twilight run of to?" Applejack asked.

"She didn't say." Spike replied.

"She didn't? Aw… I'm sure she's plannin' a surprise 'er somethin'."

"Well…" Spike said, "I think something's wrong with her."

"What do ya mean, Spike?" Applejack asked.

"Well… Twilight hasn't been acting like herself lately." Spike explained, "Every night she locks herself in the study and doesn't come out until morning. I would check it out, but she told me to never ever go in."

"Maybe she's studyin' in there."

"That's what I thought, but when I see her, she's not tired at all. It's as if she doesn't have to sleep!"

"Well, that is mighty strange, but that's not enough fer us to accuse her of anythin'." Applejack said, "Look, when y'all see Twilight, tell 'er I was lookin' fer her."

Applejack started to the door, when Spike ran in front of her and said, "AJ, you have to listen to me! Nopony else would believe me! I'm scared! I don't want anything bad to happen."

Applejack saw the concern in his eyes and said "Alright, if you find anythin' suspicious tell me."

"Okay…" Spike replied.

Applejack walked around Spike and said, "It's probably nothin'… but… I can't help but feel somethin' strange is goin' on, too."

"So, you believe me?" Spike said.

"I'm not gonna jump the gun yet, but there are some strange things goin' on here. I'm gonna find out what."

Applejack continued to the door and looked at the doorknob about to turn it. But she knew she had to ask, so she turned around and said "Did Twilight tell y'all 'bout what happened at my farm?"

"What?" Spike looked confused as to what his friend just said, "She didn't tell me anything about that. What happened?"

Applejack turned around and walked back towards Spike and said, "The other day…" She hesitated, maybe Twilight had a reason for keeping this a secret, but to not at least tell Spike? She continued, "The other day, some monster appeared in the orchard. Big Mac was there, so, he could vouch fer me. But Twilight was there, too. As soon as she arrived, the monster ran off without a trace!"

Spike was shocked upon hearing this, "A m-monster? And Twilight was there?!" he said, "Why didn't she tell me about that?"

"I dunno, but I don't like it one bit." Applejack said, "Spike, whatever you do, don't tell Twilight I told you this!"

"Okay…"

"In the meantime, I'm gonna go get to the bottom of this." Applejack finished, "Remember, if anything strange happens, don't tell Twilight. Tell me, got it?"

"Got it!" Spike said.

Applejack turned to the door and left the building.

As Applejack was walking through the town, she saw Big Macintosh in the distance. He was staring at her blankly. Applejack was surprised to see him and trotted back to him.

"Big Mac!" she said, "I thought I told you to stay and finish our work!" He didn't respond, he only began to walk away, "Hey! Don't you think 'bout walkin' off on me!" Applejack started to chase after him.

Big Macintosh somehow kept ahead of her simply by walking. He led her outside of Ponyville and into Sweet Apple Acres. She chased him through the trees as Big Mac looked ahead without paying her any mind, and finally rested against an appletree.

"Big Mac! What in tarnation has gotten into you?!" Applejack proclaimed.

"What's gotten into you?" He replied, "All you do is work work work. And fer what?"

Applejack was quite shocked upon hearing this, this is more than Big Macintosh ever talks and even more shocking was what he was talking about.

"Why? What're you talkin' about?" Applejack asked.

"C'mon, AJ. We've been at this fer years. Let's just pack up and call it quits." Big Mac said.

"What?! Quit?! I can't believe I'm hearing this. From you!" Applejack said in shock.

"You've got too much to worry about, sis. Just take it easy and relax." Big Mac said, "Just let someone else handle it."

"Just what's gotten into you, Big Mac?"

"AJ, yer gettin' into some dangerous stuff." Big Mac said shifting to a more serious tone. He walked up close to her and stared down at her.

Applejack nervously looked up at her brother and said, "Dangerous stuff?"

"Yup, this whole thing about Twilight actin' funny and that monster appearing in our field. Just forget about it. Pretend nothin's happinin'."

"Why?"

"Because bad things happen to ponies who get into these kind of things." Big Mac said.

Applejack gulped as she looked up at her brother.

Suddenly, Big Macintosh was kicked away from her and collided into a tree. Applejack looked up and couldn't believe what she saw: Another Big Mac! Or was it the real Big Mac?

"Sloth!" Big Macintosh called out, "I told you t' keep my family outta this!"

Applejack noticed that the imposter Big Macintosh, Sloth, was surrounded by a dark aura.

"Aw, c'mon, Big Mac! Don't you wanna keep your precious sister safe?" Sloth replied, "I'm only tryin' to help her."

"This is between me 'n you, Sloth, now go away!" Big Mac said in a stern voice.

Sloth chuckled and said, "Fine, be that way. But I'm warnin' you, when your sister gets caught up in this, you'll be beggin' fer my help."

Sloth vanished and Big Mac looked at Applejack and said "You alright, Applejack?"

"Yup, I'm fine. What was that all about?" Applejack replied.

"There are some… secrets I keep to m'self…" Big Mac replied.

Before Applejack could say anything, a chariot descended from the sky and landed in Sweet Apple Acres. Princess Luna hopped off of the chariot and walked towards Applejack.

"Princess Luna!" Applejack said immediately bowing to the ground, Big Mac following suit.

"Skip the formalities, Applejack, we have an emergency that requires your cooperation!" Luna said in a serious tone. Applejack stood up in attention to hear what the princess had to say, "Dark times are ahead of us. I do not know if you have noticed, yet. I must ask you to come with me immediately. I shall explain later."

Applejack looked at Big Mac and said, "Sorry, Big Mac, but it seems urgent. Take care of the farm fer me, will ya?"

"I'm afraid you must come as well, Big Macintosh." Luna said bluntly.

Big Mac seemed surprised that the princess wanted him to tag along, Applejack's reaction was the same.

"Why?" Applejack asked.

"I shall explain later. Both of you must come with me to Canterlot." Luna said.

Big Macintosh and Applejack looked at each other. Big Mac nodded in understandingly and Applejack did as the Princess said. They both climbed aboard the chariot and flew off to Canterlot.

To be continued…


End file.
